—(1) A company may, whether or not it is listed on a securities exchange, make a purchase or acquisition of its own shares under a contingent purchase contract if the proposed contingent purchase contract is authorised in advance by a special resolution of the company.

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(2) Subject to subsection (3), the authority under subsection (1) may, from time to time, be varied or revoked by a special resolution of the company.

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(3) The notice specifying the intention to propose a special resolution to authorise a contingent purchase contract must specify a date on which the authority is to expire and that date must not be later than the date on which the next annual general meeting of the company is or is required by law to be held, whichever is the earlier.

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(4) The special resolution referred to in subsection (1) is invalid for the purposes of this section unless a copy of the proposed contingent purchase contract is available for inspection by members of the company —

(a)

at the company’s registered office for not less than 15 days ending with the date of the meeting at which the resolution is passed; and

(b)

at the meeting itself.

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(5) A company may agree to a variation of an existing contingent purchase contract so approved if, and only if, the variation is authorised, before it is agreed to, by a special resolution of the company.

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(6) Subsections (2), (3) and (4) shall apply to the authority for a proposed variation as they apply to the authority for a proposed contingent purchase contract, except that a copy of the original contract, together with any variations previously made, must also be available for inspection in accordance with subsection (4).

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(7) The company may only make an offer to enter into a contingent purchase contract in accordance with all of the following conditions:

(a)

the offer must be made to every person who holds shares of the same class in the company;

(b)

the number of shares that a company is obliged or entitled to purchase or acquire under the contract from any person, in relation to the total number of shares of the same class held by that person, must be of the same proportion for every person who holds shares of that class to whom the offer is made; and

(c)

the terms of all offers in respect of each class of shares must be the same.

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(8) For the avoidance of doubt, the company may purchase or acquire shares under a contingent purchase contract from any person whether or not the offer to enter into the contract was originally made to him.

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(9) In this section, “contingent purchase contract” means a contract entered into by a company and relating to any of its shares —

(a)

which does not amount to a contract to purchase or acquire those shares; but

(b)

under which the company may (subject to any condition) become entitled or obliged to purchase or acquire those shares.